中外合作经营合同格式(中英)

___deputygeneral managers, _____by Party _____; _____by Party ______. The generalmanager and deputy general managers whose terms of office is _____yearsshall be appointed by the board of directors.

　　Article 27

　　The responsibility of the general manager is to carry out thedecisions of the board and organize and conduct the daily management ofthe cooperative venture company. The deputy general managers shall assistthe general manager in his work.

　　Article 28

　　The general manager shall report to the board of directors theoperation conditions of the cooperative company every three months, andmake a financial report every six months.

　　Article 29

　　In case of graft or serious dereliction of duty on the part of thegeneral manager and deputy general managers, the board of directors shallhave the power to dismiss them at any time.

　　Chapter 11 Labor Management

　　Article 30

　　Labor contract covering the recruitment, employment, dismissal andresignation, wages, labor insurance, welfare, rewards, penalties and othermatters concerning the staff and workers of the cooperative venturecompany shall be drawn up between the cooperative venture company and thetrade union of the cooperative venture company as a whole, or theindividual employees in the cooperative venture company as a whole orindividual employees in accordance with the law of the People's Republicof China on Chinese-Foreign Cooperative Joint Ventures.

　　The labor contracts shall, after being signed, be filed with the locallabor management department.

　　Article 31

　　The appointment of high-ranking administrative personnel recommendedby both parties, their salaries, social insurance, welfare and thestandard of travelling expenses etc. shall be decided by the meeting ofthe board of directors.

　　Chapter 12 Taxes, Finance and Audit

　　Article 32

　　The cooperative venture company shall pay taxes in accordance with theprovisions of Chinese laws and other relative regulations.

　　Article 33

　　Staff members and workers of the cooperative venture company shall payindividual income tax according to the Individual Income Tax Law of thePeople's Republic of China.

　　Article 34

　　The fiscal year of the joint venture company shall be from January 1to December 31. All vouchers, receipts, statistic statements and reportsshall be written in Chinese.(Note: A foreign language can be used concurrently with mutualconsent).

　　Article 35

　　Financial checking and examination of the cooperative venture companyshall be conducted by an auditor registered in China and reports shall besubmitted to the board of directors and the general manager.

　　In case Party B considers it necessary to employ a foreign auditorregistered in another country to undertake annual financial checking andexamination, Party A shall give its consent. All the expenses thereofshall be borne by Party B.

　　Article 36

　　In the first three months of each fiscal year, the manager shallprepare the previous year's balance sheet, profit and loss statement andproposal regarding the disposal of profits, and submit them to the boardof directors for examination and approval.

　　Chapter 13 Duration of the Cooperative Venture

　　Article 37

　　The duration of the cooperative venture company is______ years. Theestablishment date of the joint venture company shall be the date on whichthe business license of the cooperative venture company is issued.

　　An application for the extension of the duration, proposed by oneparty and unanimously approved by the board of directors, shall besubmitted to the Ministry of Foreign Trade and Economic Cooperation (orthe examination and approval authority entrusted by it) six months priorto the expiry date of the joint venture.

　　Chapter 14 The Disposal of Assets after the Expiration of the Duration

　　Article 38

　　Upon the expiration of the duration, the assets shall belong to PartyA.

　　Chapter 15 Insurance

　　Article 39

　　Insurance policies of the joint venture company on various kinds ofrisks shall be underwritten with the People's Republic of China. Types,value and duration of insurance shall be decided by the board of directorsin accordance with the provisions of the People's Insurance Company ofChina.

　　Chapter 16 The Amendment, Alteration and Termination of the Con- tract

　　Article 40

　　The amendment of the contract or other appendices shall come intoforce only after a written agreement has been signed by Party A and PartyB and approved by the original examination and approval authority.

　　Article 41

　　In case of inability to fulfil the contract or to continue operationdue to heavy losses in successive years as a result of force majeure, theduration of the cooperative venture and the contract shall be terminatedbefore the time of expiration after being unanimously agreed upon by theboard of directors and approved by the original examination and approvalauthority.

　　Chapter 17 Liability for Breach of Contract

　　Article 42

　　Should the cooperative venture company be unable to continue itsoperation or achieve its business purpose due to the fact that one of thecontracting parties fails to fulfil the obligations prescribed by thecontract and articles of association, or seriously violates the provisionsof the contract and articles of association, that party shall be deemed tohave unilaterally terminated the contract. The other party shall have theright to terminate the contract in accordance with the provisions of thecontract after approval by the original examination and approvalauthority, and to claim damages. In case Party A and Party B of thecooperative venture company agree to continue the operation, the party whofails to fulfil its obligations shall be liable for the economic lossescaused thereby to the joint venture company.

　　Article 43

　　Should either Party A or Party B fail to provide on schedule thecontributions in accordance with the provisions defined in Chapter 5 ofthis contract, the party in breach shall pay to the other party________Yuan, or __________% of the contribution starting from the firstmonth after exceeding the time limit. Should the party in breach fail toprovide after ______months, _________Yuan, or _________% of thecontribution shall be paid to the other party, who shall have the right toterminate the contract and to claim damages from the party in breach inaccordance with the provisions of Article 42 of the contract.

　　Article 44

　　Should all or part of the contract and its appendices be unable to befulfilled owing to the fault of one party, the party in breach shall bearthe liability therefor. Should it be the fault of both parties, they shallbear their respective liabilities according to the actual situation.

　　Article 45

　　In order to guarantee the performance of the contract and itsappendices, both Party A and Party B shall provide each other with bankguarantees for performance of the contract within __________days after thecontract comes into force.

　　Chapter 18 Force Majeure

　　Article 46

　　Should either of the parties to the contract be prevented fromexecuting the contract by force majeure, such as earthquake, typhoon,flood, fire, war or other unforeseen events, and their occurrence andconsequences are unpreventable and unavoidable, the prevented party shallnotify the other party by telegram without any delay, and within 15 daysthereafter provide detailed information of the events and a valid documentfor evidence issued by the relevant public notary organization explainingthe reason of its inability to execute or delay the execution of all orpart of the contract. Both parties shall, through consultations, decidewhether to terminate the contract or to exempt part of the obligations forimplementation of the contract or whether to delay the execution of thecontract according to the effects of the events on the performance of thecontract.

　　Chapter 19 Applicable Law

　　Article 47

　　The formation, validity, interpretation, execution and settlement ofdisputes in respect of, this contract shall be governed by the relevantlaws of the People's Republic of China.

　　Chapter 20 Settlement of Disputes

　　Article 48

　　Any disputes arising from the execution of, or in connection with, thecontract shall be settled through friendly consultations between bothparties. In case no settlement can be reached through consultations, thedisputes shall be submitted to the Foreign Economic and Trade ArbitrationCommission of the China Council for the Promotion of International Tradefor arbitration in accordance with its rules of procedure. The arbitralaward is final and binding upon both parties.

　　Article 49

　　During the arbitration, the contract shall be observed and enforced byboth parties except for the matters in dispute.

　　Chapter 21 Language

　　Article 50

　　The contract shall be written in Chinese and in ____________. Bothlanguage versions are equally authentic. In the event of any discrepancybetween the two aforementioned versions, the Chinese version shallprevail.

　　Chapter 22 Effectiveness of the Contract and Miscellaneous

　　Article 51

　　The appendices drawn up in accordance with the principles of thiscontract are integral parts of this contract, including: the projectagreement, the technology transfer agreement, the sales agreement etc.

　　Article 52

　　The contract and its appendices shall come into force commencing fromthe date of a

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